UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMT-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) x
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
A National Banking Association | 13-5266470 | |
(Jurisdiction of Incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Indentifiction No.) | |
399 Park Ave., New York, NY | 10043 | |
(Address of principal executive office) | (Zip Code) |
Jacqueline Suarez Citibank, N.A. 388 Greenwich St. New York, NY 10013 (713)693-6677 (Name, address and telephone number of agent for service)
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HARLEY-DAVIDSON, INC. (Exact name of obligor as specified in its charter) |
Wisconsin | 39-1382325 | |
(Jurisdiction of Incorporation or organization) | (I.R.S. Employer Indentifiction No.) | |
3700 West Juneau Avenue Milwaukee, Wisconsin | 53208 | |
(Address of principal executive office) | (Zip Code) |
Debt Securities
(Title of the indenture securities)
Item 1. General Information. | ||||
Furnish the following information as to the trustee:
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(a) | Name and address of each examining or supervising authority to which it is | |||
subject. | ||||
Name | Address | |||
Comptroller of the Currency | Washington, D.C. | |||
Federal Reserve Bank of New York | New York, NY | |||
33 Liberty Street | ||||
New York, NY | ||||
Federal Deposit Insurance Corporation | Washington, D.C. | |||
(b) | Whether it is authorized to exercise corporate trust powers. | |||
Yes. | ||||
Item 2. Affiliations with Obligor. | ||||
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||||
None. | ||||
Items 3.-15. Not Applicable | ||||
Item 16. List of Exhibits. | ||||
List below all exhibits filed as a part of this Statement of Eligibility.
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Exhibits identified in parentheses below, on file with the Commission, are | ||||
incorporated herein by reference as exhibits hereto.
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Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect | ||||
(Exhibit 1 toT-1 to Registration StatementNo. 2-79983).
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Exhibit 2 - Copy of certificate of authority of the Trustee to commence business | ||||
(Exhibit 2 toT-1 to Registration StatementNo. 2-29577).
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Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers | ||||
(Exhibit 3 toT-1 to Registration StatementNo. 2-55519).
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Exhibit 4 - Copy of existingBy-Laws of the Trustee (Exhibit 4 toT-1 to | ||||
Registration StatementNo. 33-34988).
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Exhibit 5 - Not applicable.
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Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (Exhibit 6 toT-1 to Registration StatementNo. 33-19227).
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Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2019 - attached).
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Exhibit 8 - Not applicable.
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Exhibit 9 - Not applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 8th day of May, 2020.
CITIBANK, N.A. | ||
By | /s/ Jacqueline Suarez | |
Jacqueline Suarez | ||
Senior Trust Officer |
EXHIBIT 7
REPORT OF CONDITION OF CITIBANK, N.A.
CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
December 31, | ||||||||
In millions of dollars | 2019 | 2018 | ||||||
Assets | ||||||||
Cash and due from banks (including segregated cash and other deposits) | $ | 23,967 | $ | 23,645 | ||||
Deposits with banks | 169,952 | 164,460 | ||||||
Securities borrowed and purchased under agreements to resell (including $153,193 and $147,701 as of December 31, 2019 and 2018, respectively, at fair value) | 251,322 | 270,684 | ||||||
Brokerage receivables | 39,857 | 35,450 | ||||||
Trading account assets (including $120,236 and $112,932 pledged to creditors at December 31, 2019 and 2018, respectively) | 276,140 | 256,117 | ||||||
Investments: | ||||||||
Available-for-sale debt securities (including $8,721 and $9,284 pledged to creditors as of December 31, 2019 and 2018, respectively) | 280,265 | 288,038 | ||||||
Held-to-maturity debt securities (including $1,923 and $971 pledged to creditors as of December 31, 2019 and 2018, respectively) | 80,775 | 63,357 | ||||||
Equity securities (including $1,162 and $1,109 as of December 31, 2019 and 2018, respectively, at fair value) | 7,523 | 7,212 | ||||||
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Total investments | $ | 368,563 | $ | 358,607 | ||||
Loans: | ||||||||
Consumer (including $18 and $20 as of December 31, 2019 and 2018, respectively, at fair value) | 309,548 | 302,360 | ||||||
Corporate (including $4,067 and $3,203 as of December 31, 2019 and 2018, respectively, at fair value) | 389,935 | 381,836 | ||||||
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Loans, net of unearned income | $ | 699,483 | $ | 684,196 | ||||
Allowance for loan losses | (12,783 | ) | (12,315 | ) | ||||
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Total loans, net | $ | 686,700 | $ | 671,881 | ||||
Goodwill | 22,126 | 22,046 | ||||||
Intangible assets (including MSRs of $495 and $584 as of December 31, 2019 and 2018, respectively, at fair value) | 4,822 | 5,220 | ||||||
Other assets (including $12,830 and $20,788 as of December 31, 2019 and 2018, respectively, at fair value) | 107,709 | 109,273 | ||||||
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Total assets | $ | 1,951,158 | $ | 1,917,383 | ||||
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The following table presents certain assets of consolidated variable interest entities (VIEs), which are included on the
Consolidated Balance Sheet above. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. In addition, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.
December 31, | ||||||||
In millions of dollars | 2019 | 2018 | ||||||
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | ||||||||
Cash and due from banks | $ | 108 | $ | 270 | ||||
Trading account assets | 6,719 | 917 | ||||||
Investments | 1,295 | 1,796 | ||||||
Loans, net of unearned income | ||||||||
Consumer | 46,977 | 49,403 | ||||||
Corporate | 16,175 | 19,259 | ||||||
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Loans, net of unearned income | $ | 63,152 | $ | 68,662 | ||||
Allowance for loan losses | (1,841 | ) | (1,852 | ) | ||||
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Total loans, net | $ | 61,311 | $ | 66,810 | ||||
Other assets | 73 | 151 | ||||||
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Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | $ | 69,506 | $ | 69,944 | ||||
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Statement continues on the next page.
CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries | |
(Continued) |
December 31, | ||||||||
In millions of dollars, except shares and per share amounts | 2019 | 2018 | ||||||
Liabilities | ||||||||
Non-interest-bearing deposits in U.S. offices | $ | 98,811 | $ | 105,836 | ||||
Interest-bearing deposits in U.S. offices (including $1,624 and $717 as of December 31, 2019 and 2018, respectively, at fair value) | 401,418 | 361,573 | ||||||
Non-interest-bearing deposits in offices outside the U.S. | 85,692 | 80,648 | ||||||
Interest-bearing deposits in offices outside the U.S. (including $695 and $758 as of December 31, 2019 and 2018, respectively, at fair value) | 484,669 | 465,113 | ||||||
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Total deposits | $ | 1,070,590 | $ | 1,013,170 | ||||
Securities loaned and sold under agreements to repurchase (including $40,651 and $44,510 as of December 31, 2019 and 2018, respectively, at fair value) | 166,339 | 177,768 | ||||||
Brokerage payables | 48,601 | 64,571 | ||||||
Trading account liabilities | 119,894 | 144,305 | ||||||
Short-term borrowings (including $4,946 and $4,483 as of December 31, 2019 and 2018, respectively, at fair value) | 45,049 | 32,346 | ||||||
Long-term debt (including $55,783 and $38,229 as of December 31, 2019 and 2018, respectively, at fair value) | 248,760 | 231,999 | ||||||
Other liabilities (including $6,343 and $15,906 as of December 31, 2019 and 2018, respectively, at fair value) | 57,979 | 56,150 | ||||||
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Total liabilities | $ | 1,757,212 | $ | 1,720,309 | ||||
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Stockholders’ equity | ||||||||
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares:719,200 as of December 31, 2019 and 738,400 as of December 31, 2018, at aggregate liquidation value | $ | 17,980 | $ | 18,460 | ||||
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares:3,099,602,856 as of December 31, 2019 and 3,099,567,177 as of December 31, 2018 | 31 | 31 | ||||||
Additionalpaid-in capital | 107,840 | 107,922 | ||||||
Retained earnings | 165,369 | 151,347 | ||||||
Treasury stock, at cost:985,479,501 shares as of December 31, 2019 and 731,099,833 shares as of December 31, 2018 | (61,660 | ) | (44,370 | ) | ||||
Accumulated other comprehensive income (loss) (AOCI) | (36,318 | ) | (37,170 | ) | ||||
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Total Citigroup stockholders’ equity | $ | 193,242 | $ | 196,220 | ||||
Noncontrolling interest | 704 | 854 | ||||||
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Total equity | $ | 193,946 | $ | 197,074 | ||||
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Total liabilities and equity | $ | 1,951,158 | $ | 1,917,383 | ||||
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The following table presents certain liabilities of consolidated VIEs, which are included on the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.
December 31, | ||||||||
In millions of dollars | 2019 | 2018 | ||||||
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | ||||||||
Short-term borrowings | $ | 10,031 | $ | 13,134 | ||||
Long-term debt | 25,582 | 28,514 | ||||||
Other liabilities | 917 | 697 | ||||||
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Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | $ | 36,530 | $ | 42,345 | ||||
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The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.